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     D. Accordingly, if the Company receives any proposal from anyother person or entity concerning a possible business combinationwith, or acquisition of the equity securities of, the Company, theCompany believes it imperative that the Company and the Board of Directors of the Company be able to rely upon the Executive to continuein his position and that the Company be able to receive and rely uponhis advice, if it requests it, as to the best interests of the Company and its shareholders without concern that he might be distractedby the personal uncertainties and risks created by such a proposal.     E. If the Company should receive any such proposals, inaddition to the Executive’s regular duties, he may be called upon to assist in the assessment of such proposals, to advise management andthe Board of Directors as to whether such proposals would be in thebest interests of the Company and its shareholders and to take suchother actions as the Board of Directors might determine to be appropriate.     F. Accordingly, the Company considers the continued employmentof the Executive to be in the best interests of the Company and itsshareholders, and the Company wishes to assure that it will have thecontinued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company.     G. TheExecutive is willing to remain in the employ of the Company upon the understanding that the Company will provide him withincome security if his employment with the Company is terminated, andthe Company is willing to provide such income security to induce theExecutive to remain in the employ of the Company.     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreementshereinafter set forth, the parties hereto agree as follows:ARTICLE IEMPLOYMENT AND COMPENSATION      Section 1.1 Employment, Duties and Term.     (a) Subject to the provisions of Article II of this Agreement, the Company shall continue toemploy the Executive, and the Executive shall continue in the employ of the Company, to perform theduties specified in Subsection 1.1(b) hereof for a term commencing on the date of this Agreement(the “Employment Date”) and, except as otherwise herein provided, continuing until the thirdanniversary of the Employment Date. The three-year period between the Employment Date and thethird anniversary thereof shall be referred to herein as the “Employment Term.” As each month ofthe Employment Term expires, an additional month shall be added to the Employment Term to the endthat there shall at all times be in effect approximately a three-year Employment Term between theCompany and the Executive; provided,
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however, that by written notice by either party to the other that the party giving the notice haselected not to add an additional month to the Employment Term, no additional time shall be added tothe Employment Term, and in that event the Executive’s employment shall terminate at the expirationof the approximately three-year Employment Term then in effect.     (b) In his performance of services for the Company hereunder, the Executive shall serve as anexecutive employee of the Company and shall have such responsibilities as may from time to time beassigned or delegated to him by the Board of Directors.     Section 1.2 Compensation During Employment Term. Subject to the provisions of ArticleIII of this Agreement, the Company agrees to compensate the Executive during the Employment Term asfollows:     (a) Basic Salary. During the continuation of the Executive’semployment during the Employment Term hereunder, the Company shallpay the Executive a basic salary at an annual rate of not less than$300,000.00. The Board of Directors of the Company or its Compensation Committee may increase at any time during the EmploymentTerm the basic salary payable to the Executive hereunder.     The Executive shall receive such salary in accordance with the Company’s regular payrollpractices, but not less often than monthly. The salary payments shall be reduced by all federal,state and local taxes and withholdings required by applicable laws and regulations. The basicsalary payable to the Executive pursuant to this Subsection 1.2(a) shall, on each Anniversary Monthof the Employment Date, be increased or decreased by multiplying the Executive’s basic salaryduring the first year of the Employment Term times a fraction, the numerator of which is the Indexfor the then current Anniversary Month, and the denominator of which is the Index for the month inwhich this Agreement was executed. As used herein (i) “Anniversary Month” shall mean the calendarmonth each year corresponding to the month in or as of which this Agreement was executed asspecified in the opening paragraph of this Agreement; and (ii) “Index” shall mean the United statesDepartment of Labor, Bureau of Labor statistics Consumer Price Index — Urban Wage and ClericalWorkers, Los Angeles-Long Beach — Anaheim Metropolitan Area (Base Year 1967=100). In the eventthe Index is not being published at the times hereinabove referred to, the Index shall mean theprice index, compilation or data most nearly approximating the Index hereinabove referred to. Inthe event the United States Department of Labor utilizes a Base Year other than 1967, the Indexshall be adjusted to reflect its value in terms of the new Base Year. Annual adjustments shall bemade effective as of the first day of each Anniversary Month.     (b) Bonuses and Incentive Compensation. The Executive shall beentitled to receive bonuses and incentive compensation each year inaddition to his basic salary. In determining the amount of suchbonus and incentive compensation, consideration shall be given toall pertinent factors including, but not limited to the following:
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historic policies and practices, business revenues, business profits, the quality of theExecutive’s performance and the value of his contributions to the Company, the prevailingcompensation levels for comparable executive officers in businesses of size, complexity and/orcharacter similar to those of the Company.     (c) Employee Benefits. During the continuation of theExecutive’s employment hereunder during the Employment Term, the Executive shall be entitled to receive employee benefits (including, butnot limited to, medical insurance, life insurance, retirement anddeferred compensation benefits) and other employment-related perquisites that are the greater of(i) the employee benefits and perquisites provided from time to time by the Company to its seniorexecutives or (ii) the employee benefits and perquisites to which theExecutive was entitled immediately prior to the Employment Date.Without limiting the generality of the foregoing, during the continuation of the Executive’s employment during the Employment Termhereunder, the Company shall maintain without adverse change andcredit the Executive with benefits under the Employee Stock Ownership and Savings Plan.     (d) Deferred Compensation. The Executive shall have and ishereby given the right to defer prospectively part of the Executive’scompensation on a contractual, non-funded basis for a period specified by the Executive.ARTICLE IITERMINATION     Section 2.1. Certain Definitions.     (a) For the purposes of this Agreement, a “Change of Control”shall be deemed to have occurred if: (i) any person or entity (otherthan the Executive), including a “group” (as defined in Section13(d) (3) of the Securities Exchange Act of 1934), is or becomes the beneficial owner, directly orindirectly, of shares of the capital stock of the Company having 20% or more of the total number ofvotes that may be cast for the election of members of the Board of Directors, or (ii) as a resultof, or in connection with, any cash tender or exchange offer, merger or other business combination,sale of assets or contested election, or any combination of the foregoing transactions (a“Transaction”), the persons who were members of the Board of Directors immediately prior to theTransaction cease to constitute a majority of the members of the Board of Directors or of the boardof directors of any successor to the Company.     (b) For the purposes of this Agreement, an “Involuntary Termination of Employment” shall mean the time at which the employee-employer relationship between the Executive and the Company isterminated as a result of the Executive’s discharge, retirement, death,Permanent Disability (as defined below) or Involuntary Resignation
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(as defined below). For the purposes of this Subsection 2.1(b), the occurrence of any of thefollowing events shall, at the Executive’s election (as evidenced by his resignation citing suchoccurrence), constitute an “Involuntary Resignation:”          (1) Following a Change in Control the Executive has for any reason terminated his employment with the Company; or          (2) Any material breach by the Company of any provision of this Agreement.     (c) For the purposes of this Agreement, the Executive shall bedeemed to have incurred a “Permanent Disability” (i) if a physicianengaged by the Executive certifies to the Company that the Executiveis permanently and totally disabled, or (ii) if the Executive hasbeen substantially unable, as a result of any physical or mental ailment, to perform his duties and responsibilities hereunder (A) for aperiod of three consecutive months or (B) on 80% or more of the working days during any five consecutive months. The Executive’s employee-employer relationship with the Company shall terminate uponhis Permanent Disability.     (d) For purposes of this Agreement “Discharged for Cause” shallbe deemed to refer to termination or discharge of the Executive forcause consisting of fraud, theft or gross and persistent derelictionof duty.     Section 2.2 The Company’s Right to Discharge the Executive and the Executive’s Right toResign. Anything to the contrary contained herein notwithstanding,     (a) the Company shall have the right, at any time prior to aChange of Control,          (1) to change the Executive’s position, authority, title,responsibilities or duties, or          (2) to discharge the Executive upon 30 day’s writtennotice; and     (b) the Executive shall have the right, at any time, to resignupon 30 day’s written notice.If the Executive is Discharged for Cause, the Company shall be obligated to pay the Executive thesalary due him under Section 1.2(a) hereof up to the date of such termination plus all deferredcompensation, if any; and the Executive shall not be entitled to any other compensation after suchdate of termination. However, nothing herein contained shall be deemed to restrict or waive anycause of action or right the Executive may have for claimed wrongful termination or other allegedwrongs on the part of the Company. If the Executive resigns or is discharged or terminated for anyreason other than being Discharged for Cause (other than an Involuntary Termination of
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Employment to which Section 2.3 applies and supersedes this sentence), the Executive shall becomea consultant to the Company for a period of 36 months from and after such resignation, discharge ortermination, and shall be compensated as an independent contractor during such 36 month period atan annual rate equal to one-half of the Executive’s highest Annual Base Amount (which shall includebut not be limited to basic compensation, bonus and incentive compensation, and deferredcompensation) during the Employment Term. Said compensation shall be paid monthly withoutdeductions for withholding of income taxes or social security taxes or other payroll taxes;provided, however, that said monthly payments shall cease in the event the Executive engages, inbusiness as proprietor, partner, joint venturer, shareholder, consultant, advisor, creditor orotherwise of a business in competition with the Company. Whether the Executive resigns or isDischarged for Cause or is discharged or terminated without cause, the Executive shall, after anysuch resignation, discharge or termination, retain his vested retirement benefits under anyemployee benefit plan sponsored by the Company in which the Executive is a participant, and theExecutive shall be permitted to exercise any stock options that had vested in him prior to suchresignation, discharge or termination in accordance with the terms of such stock options. After anysuch resignation, discharge or termination and where there has been no Change of Control, theExecutive shall not be entitled to the payment of any sums or to the receipt of any benefits underSection 2.3 of this Agreement except the Welfare Benefits provided in Section 2.3(b) (excluding theother fringe benefits provided for in Section 2.3(b) following a Change of Control), which WelfareBenefits shall be integrated with and be preceded by Welfare Benefits, if any, provided by anynon-competing successor entity with whom the Executive engages in business during the 36 monthconsulting period.     Section 2.3 Effect of Certain Involuntary Terminations of Employment . If anInvoluntary Termination of Employment occurs during the Term after a Change of Control, or if anInvoluntary Termination of Employment occurs during the Term at any time as a result of theExecutive’s death or Permanent Disability, the Company shall take the following steps:     (a) Cash Payments. The Company shall pay to the Executive a gross aggregateamount (subject to all federal, state and local taxes and withholding required by applicablelaws and regulations) equal to the Executive’s highest Annual Base Amount (which shall includebut not be limited to basic compensation, bonus and incentive compensation, and deferredcompensation) during the Term multiplied by three. However, in the case of an InvoluntaryTermination of Employment following Change in Control this gross aggregate amount shall belimited to an amount the present value of which is equal to 2.99 times the annualized BaseAmount (as the terms Base Amount and present value are defined in Section 280G of the InternalRevenue Code of 1986, as amended, and any regulations thereunder (the “Code”)). The Companyshall pay this gross aggregate amount to the Executive in 36 equal monthly installments; or,at the election of the Executive, the Company shall pay this gross
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amount to the Executive in a lump sum provided such lump sum payment does not constitute an excessparachute payment as said term is defined in Section 280G of the Code. Said payments shall be inaddition to and shall not be diminished or off-set by any life insurance, disability or otheramounts payable to or on behalf of the Executive pursuant to or from any insurance and/or employeebenefit plans maintained by the Company.     It is the intention of the parties that the cash payments under this Agreement shall notconstitute “excess parachute payments” within the meaning of Section 280G of the Code. If theindependent accountants acting as auditors for the Company on the date of a Change of Control (oranother accounting firm designated by them) determine that the cash payments under this Agreementmay constitute “excess parachute payments,” the payments may be reduced to the maximum amount whichmay be paid without the payments being “excess parachute payments.” The determination shall takeinto account (i) whether the payments are “parachute payments” under Section 280G and, if so, (ii)the amount of payments under this Agreement that constitutes reasonable compensation under Section280G. Nothing contained in this Agreement shall prevent the Company after a Change of Control fromagreeing to pay the Executive compensation or benefits in excess of those provided in thisAgreement.     In the event that any payments made to the Executive under this Agreement or otherwise (the“Payments”) are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),then the Company shall pay the Executive an additional amount (“Gross Up”) such that the net amountretained by the Executive after deduction of any Excise Tax on the Payments and any Federal andState income taxes and Excise Tax upon the Payments shall be equal to the Payments. For purposes ofdetermining the amount of the Gross Up, the Executive shall be deemed to pay Federal, State andlocal income taxes at the highest marginal rate of taxation in the calendar year in which thePayment is to be made. State and local income taxes shall be determined based upon the state andlocality of the Executive’s domicile on the termination date. The determination of whether suchExcise Tax is payable and the amount thereof shall be based upon the opinion of tax counselselected by the Company and acceptable to the Executive. If such opinion is not finally acceptedby the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (withoutinterest but with Gross Up, if applicable) by such tax counsel based upon the final amount of theExcise Tax so determined. The amount shall be paid by the appropriate party in one lump cash sumwithin 30 days of such computation.     (b) Welfare Benefits. For a period of 36 months following the date of InvoluntaryTermination of Employment, the Company shall maintain in full force and effect for the continuedbenefit of the Executive (and/or his spouse, children, dependents or other beneficiaries(hereinafter collectively referred to as the “Beneficiaries”)) each employee health plan andwelfare benefit plan (as such term is defined in the Employee Retirement Income Security Act of
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1974, as amended) in which the Executive (and/or any of the Beneficiaries) was entitled toparticipate immediately prior to the Involuntary Termination of Employment. If the terms of anysuch employee health plan or welfare benefit plan do not permit such continued participation, thenthe Company will arrange to provide to the Executive (and/or any of the Beneficiaries) a benefitsubstantially similar to and no less favorable then the benefit to which the Executive (and/or anyof the Beneficiaries) was entitled under each such plan at the end of the period of coverage. TheExecutive (or the Executive’s personal representative or estate in the event of the Executive’sdeath or Permanent Disability) shall have the option to have assigned to him (or to his personalrepresentative or estate in the event of his death or Permanent Disability) at no cost and with noapportionment of prepaid premiums any assignable insurance policy owned by the Company and relatingspecifically to the Executive. Following the expiration of the 36 month period for WelfareBenefits under this Subsection 2.3(b), the Executive shall have the health care continuationbenefits (the “COBRA benefits”) provided for in Internal Revenue Code Section 4980B(f) and theCompany shall pay the full expense thereof without reimbursement by the Executive. In the event ofan Involuntary Termination after a Change of Control, the Company shall for a period of 36 monthsfollowing the date of such Involuntary Termination also provide the Executive with other fringebenefits (including, but not limited to, short-term disability insurance, long-term disabilityinsurance, life insurance, club memberships, automobile allowances, and other supplementarybenefits) which were provided by the Company for the Executive during his employment.     (c) Retirement Benefits. Upon termination of the Executive’s employment with theCompany for any reason and to the extent not inconsistent with the terms of such plan or theprovisions of the Internal Revenue Code of 1986, as amended, or the provisions of the EmployeeRetirement Income Security Act of 1974, as amended, the Company shall direct the Plan Administratorof the Electro Rent Employee Stock Ownership and Savings Plan to distribute to the Executive hisvested Account Balance under such plan at the earliest possible time. In addition, if theExecutive’s termination of employment is an Involuntary Termination of Employment, the Companyshall pay to the Executive 36 monthly payments equal to the contribution that the Company wouldhave made for the Executive to such plan for the 36 month period commencing on the date of histermination of employment using as his compensation the Cash Payment amount determined underSection 2.3(a).ARTICLE IIIMISCELLANEOUS     Section 3.1 Indemnification. To the fullest extent permitted by California law, theCompany shall pay or reimburse the Executive for all costs and expenses (including court costs andattorneys’ fees) incurred by the Executive as a result of any claim, action or
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proceeding arising out of or relating to the Executive serving as an Officer or Director, includingany claim, action or proceeding relating to the validity, advisability or enforceability of thisAgreement or any provision hereof. The Company further agrees to pay interest on any moneyjudgment obtained by the Executive calculated at the rate publicly announced from time to time byBank of America National Trust and Savings Association, as its “prime interest rate” or its“reference rate” from the date that the contested payment(s) to the Executive should have been madeunder this Agreement until the date such payment(s) are actually made.     Section 3.2 Payment Obligation Absolute. The Company’s obligation to pay theExecutive the compensation and to make the arrangements provided in Article II of this Agreement isabsolute and unconditional and shall not be affected by any circumstances, including, withoutlimitation, any set-off, counterclaim, recoupment, defense or other right that the Company may haveagainst the Executive or anyone else. All amounts payable by the Company hereunder shall be paidwithout notice or demand. Each and every payment made hereunder by the Company shall be final andthe Company shall not seek to recover all or any part of such payment from the Executive or fromany other person who may be entitled thereto, for any reason whatsoever.     Section 3.3 Successors. This Agreement shall be binding upon any successor (whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all ofthe business and assets of the Company, and the Company will require any such successor byagreement to assume expressly and to agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform it if no such succession had taken place.     Section 3.4 Assigns. This Agreement shall inure to the benefit of the parties heretoand their respective heirs, legal representatives, successors and permitted assigns; provided,however, that this Agreement shall be deemed to be personal to the Executive and shall not beassignable by the Executive; provided further, however, that the Executive may assign (a) anyright, benefit or interest hereunder if such assignment is permitted under the terms of any plan orpolicy of insurance or any annuity contract governing such right, benefit or interest, and (b) anyright hereunder to the payment of money.     Section 3.5 Notices. Any notice that either party may be required or shall wish togive hereunder shall be deemed to be duly given when delivered personally or, if mailed, two daysafter mailing by certified or registered mail, postage prepaid, to the party to whom notice isbeing given at the respective address below, or at such other address of which such party shallhave given notice to the other:       To the Company: 6060 Sepulveda Boulevard    Van Nuys, California 91411       To the Executive: 6060 Sepulveda Boulevard    Van Nuys, California 91411
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     Section 3.6 Amendment. This Agreement may be amended only by an instrument in writingexecuted by the parties hereto.     Section 3.7 Applicable Law. This Agreement shall be interpreted, construed andenforced in accordance with the laws of the State of California.     Section 3.8 Waiver. No provision in this Agreement may be waived except in a writingsigned by the party to be bound thereby.     Section 3.9 Counterparts. This Agreement may be executed in multiple counterparts,each of which shall be deemed an original, but all of which together shall constitute but one andthe same instrument.     Section 3.10 Severability. Any provision in this Agreement that is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extentof such prohibition or unenforceability without invalidating or affecting the remaining provisionshereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction.     Section 3.11 Heading of Sections. The headings of the Sections and Subsections ofthis Agreement are for convenience and reference only and shall have no limiting effect ininterpreting this Agreement.     IN WITNESS WHEREOF, the parties hereto have executed this Restated Agreement as of the15th day of July, 1992.         (The “Company”)   (The “Executive”)           ELECTRO RENT CORPORATION            /s/ Daniel Greenberg Daniel Greenberg                    By /s/ William Weitzman                Its President                         By /s/ Steven Markheim                Its Secretary       
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